In this paper, a class-D audio amplifier which combines the advantages of the phase-shifted carrier pulsewidth modulation (PWM) and the multiple-level carrier PWM is proposed with a dual-level dual-phase carrier (DLDPC) PWM. The proposed closed-loop amplifier includes a second-order integrator and a DLDPC triangular wave generator. Two sets of 180° out-of-phase triangular waves are used as carriers, and each set has its respective offset voltage level with nonoverlapping amplitude. By performing the double Fourier analysis, it can be found that the linearity can be enhanced and the distortion can be reduced with the proposed modulation. Experimental results show that the proposed fully differential DLDPC PWM class-D audio amplifier features a total harmonic distortion lower than 0.01% with an output voltage swing of ±5V.